Attention: Vice President - Contracts
 Mail Code 21-34

Ladies and Gentlemen:

In connection with: (i) the sale by Delta Air Lines Inc. ("SELLER") to Wells
Fargo Bank Northwest, N.A., not in its individual capacity but solely as trustee
("OWNER TRUSTEE") under the Trust Agreement dated as of December 23, 2004
between RBS Aerospace Limited ("RBS") and Wells Fargo Bank Northwest N.A., as
trustee ("BUYER") of the aircraft identified below, and (ii) the lease by Buyer
of such aircraft to Compania Panamena de Aviacion, S.A. ("LESSEE"); reference is
made to:

A. Purchase Agreement No. 2022 (the "PURCHASE AGREEMENT") and the Aircraft
General Terms Agreement AGTA-DAL (the "AGTA"), each dated as of October 21,
1997, between The Boeing Company ("BOEING") and Seller, excluding, as it relates
to the Purchase Agreement, all Articles, Tables, Exhibit A and Supplemental
Exhibits BFE/CDSPE/SPE/CSE, CS1, EE1, EWCBP1 and all Letter Agreements and, as
it relates to the AGTA, Articles 2 through 10, 13, 16.7, Exhibits A through E
and Appendices 8 and 9, but including Attachments 1, 2, 3 and 7 to Letter
Agreement No. 6-1162-RLL-3692 to the Purchase Agreement (titled "Lombard
Aviation Capital Matters") (the "AGREEMENT") under which Seller purchased
certain Boeing Model 737 aircraft, including the aircraft bearing Manufacturer's
Serial No. \_\_\_\_\_\_\_\_ (the "AIRCRAFT").